amendmentson the terms and subject to the conditions set forth herein;     WHEREAS, by this Amendment No. 1, Administrative Agent, Lenders, Borrowers and Guarantorsdesire and intend to evidence such amendments;     NOW THEREFORE, in consideration of the foregoing and the mutual agreements and covenantscontained herein, and other good and valuable consideration, the receipt and sufficiency of whichare hereby acknowledged, the parties hereto agree as follows:     1. Definitions.          (a) Additional Definitions. As used herein or in the Credit Agreement or any of theother Loan Documents, the following terms shall have the meanings given to them below and theCredit Agreement and the other Loan Documents shall be deemed and are hereby amended to include, inaddition and not in limitation, the following definitions:               (i) “Amendment No. 1” shall mean Amendment No.1 to ABL Credit Agreement, dated as of December2, 2010 by and among Administrative Agent, Lenders, Borrowers and Guarantors, as the same nowexists or may hereafter be amended, modified, supplemented, extended, renewed, restated orreplaced.               (ii) “Parent Company” means (a) Holdings and (b) any other Person (i) of which Amscan is anindirect wholly-owned Subsidiary and (ii) substantially all of the assets of which consist of itsindirect investment in Amscan.               (iii) “Refinancing Transactions” shall mean, collectively, (A) the execution, delivery andperformance by the Loan Parties of the Senior Secured Term Facility Credit Agreement and all otherrelated instruments, agreements and other documents and the making of the loans thereunder, (B) theexecution, delivery and performance by Borrowers and Guarantors of Amendment No. 1, (C) theexecution, delivery and performance by all parties thereto of the Intercreditor Agreement, (D) thepayment of the Special Dividend and (E) the payment by Borrowers and Guarantors of the RefinancingTransaction Costs.               (iv) “Refinancing Transaction Costs” shall mean fees and expenses payable or otherwise borneby Borrowers and Guarantors in connection with the Refinancing Transactions and the transactionscontemplated thereby and including, for the avoidance of doubt, any portion of the Special Dividendto the extent any such amount reduces Consolidated Net Income.               (v) “Special Dividend” has the meaning assigned to such term in Section 6.05(a)(v).               (vi) “WFB” shall mean Wells Fargo Bank, National Association, successor by merger to WellsFargo Retail Finance, LLC, in its individual capacity, or any successor entity thereto.
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          (b) Amendments to Definitions.               (i) The definition of “Change of Control” set forth in Section 1.01 of the Credit Agreement ishereby amended by deleting such definition in its entirety and replacing it with the following:“Change of Control” means, at any time, (a) if Sponsors shall ceaseto beneficially own and control 50% or more of the combined votingpower of all of the Capital Stock of Holdings, (b) any Person (otherthan one or more Sponsors) or Persons (other than one or moreSponsors) that are together a “group” (within the meaning of Rules13d-3 and 13d-5 under the Exchange Act) shall have after the ClosingDate obtained the power (whether or not exercised) to elect amajority of the members of the board of directors (or similargoverning body) of Holdings, (c) the majority of the seats (otherthan vacant seats) on the board of directors (or similar governingbody) of Holdings cease to be occupied by Persons who either (i)were members of the board of directors of Holdings on the ClosingDate or (ii) were nominated for election by a majority of the boardof directors of Holdings, who were either (A) directors on theClosing Date or (B) whose election or nomination for election waspreviously approved by a majority of such directors or by anySponsor, (d) Holdings shall cease to own 100% of the Capital Stockof Amscan, (e) any “change of control” or similar event under theSenior Subordinated Note Indenture (or any agreement or instrumentevidencing or related to any Refinancing Indebtedness with respectthereto with an aggregate outstanding principal amount in excess ofthe Threshold Amount) shall occur.               (ii) Clause (b)(v) of the definition of “Consolidated Adjusted EBITDA” set forth in Section1.01 of the Credit Agreement is hereby amended by deleting such Clause in its entirety andreplacing it with the following:“(v) other non-cash items reducing Consolidated Net Income includingwithout limitation provisions for minority interests and itemsresulting from marking hedging obligations to market, purchaseaccounting, deferred rent and from compensation charges due toCapital Stock, and in the case of any such Capital Stock, anycharges or expenses arising out of the repricing or revlauationthereof (including, without limitation, any repricing or revlauationof Capital Stock arising out of the Refinancing Transactions)(excluding any such non-cash item to the extent that it represents(A) an accrual or reserve for potential cash items in any futureperiod, (B) amortization of a prepaid Cash item that was paid in a
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prior period or (C) a reserve against or write down or write-off ofinventory in accordance with GAAP);”.               (iii) Clause (b)(vi) of the definition of “Consolidated Adjusted EBITDA” set forth in Section1.01 of the Credit Agreement is hereby amended by adding “and Refinancing Transaction Costs”immediately following “Transaction Costs”.               (iv) The last sentence of the definition of “Consolidated Adjusted EBITDA” set forth inSection 1.01 of the Credit Agreement is hereby amended by deleting such sentence in its entiretyand replacing it with the following:“Notwithstanding anything to the contrary, it is agreed, that forthe purpose of calculating the Interest Coverage Ratio and the FixedCharge Coverage Ratio, for any period that includes the FiscalQuarter ended on March 31, 2010, the Fiscal Quarter ended June 30,2010 or the Fiscal Quarter ended on September 30, 2010, ConsolidatedAdjusted EBITDA for the Fiscal Quarter ended on March 31, 2010 shallbe deemed to be $22,757,086 and Consolidated Adjusted EBITDA for theFiscal Quarter ended on June 30, 2010 shall be deemed to be$49,171,500 and Consolidated Adjusted EBITDA for the Fiscal Quarterended on September 30, 2010 shall be deemed to be $32,061,862.”               (v) Clause (c) of the definition of “Consolidated Cash Interest Expense” set forth in Section1.01 of the Credit Agreement is hereby amended by adding “and Refinancing Transaction Costs”immediately following “Transaction Costs”.               (vi) Clause (d) of the definition of “Fixed Charges” set forth in Section 1.01 of the CreditAgreement is hereby amended by deleting the clause (i) from the parenthetical contained therein inits entirety and replacing it with the following:“(i) those described in clause (e) of the definition thereof and theSpecial Dividend and”.               (vii) The definition of “Intercreditor Agreement” set forth in Section 1.01 of the CreditAgreement is hereby amended by deleting such definition in its entirety and replacing it with thefollowing:“Intercreditor Agreement” means the Lien Subordination andIntercreditor Agreement, dated as of December 2, 2010, amongAdministrative Agent, as agent for the Revolving Facility SecuredParties referred to therein, Credit Suisse AG, as agent for the TermLoan Secured Parties referred to therein, Amscan, Holdings and theSubsidiaries of Holdings from time to time party thereto.
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               (viii) The definition of “Maturity Date” set forth in Section 1.01 of the Credit Agreement ishereby amended by deleting such definition in its entirety and replacing it with the following:“Maturity Date” means August 13, 2015 or any earlier date onwhich the Aggregate Commitments are reduced to zero or otherwiseterminated pursuant to the terms hereof; provided,that, in the event that there are any obligationsoutstanding under the Senior Subordinated Note Documents (as eachmay be amended, modified, replaced or refinanced from time to time)on the date (such date, the “Springing Maturity Date”) that is onehundred twenty (120) days prior to any then scheduled maturity datethereunder, the “Maturity Date” shall mean the Springing MaturityDate.               (ix) The definition of “Senior Secured Term Facility Credit Agreement” set forth in Section1.01 of the Credit Agreement is hereby amended by deleting such definition in its entirety andreplacing it with the following:“Senior Secured Term Facility Credit Agreement” means the Term LoanCredit Agreement, dated as of December 2, 2010, among Holdings,Amscan, the subsidiaries of Amscan from time to time party thereto,Credit Suisse AG, as administrative agent and collateral agent andthe lenders from time to time party thereto, as the same may beamended, restated, modified, refinanced, replaced, extended, renewedor supplemented from time to time.               (x) Each reference to “Wells Fargo Retail Finance, LLC” contained in the Credit Agreement andeach of the other Loan Documents is hereby amended to mean “Wells Fargo Bank, National Association,successor by merger to Wells Fargo Retail Finance, LLC”               (xi) Each reference to “WFRF” contained in the Credit Agreement and each of the other LoanDocuments is hereby deleted and replaced with “WFB”          (c) Interpretation. For purposes of this Amendment No. 1, all terms used herein whichare not otherwise defined herein, including but not limited to, those terms used in the recitalshereto, shall have the respective meanings assigned thereto in the Credit Agreement as amended bythis Amendment No. 1.     2. Accounting Terms; GAAP. Section 1.04(a) of the Credit Agreement is hereby amendedby deleting such Section in its entirety and replacing it with the following:“(a) Except as otherwise expressly provided herein, all financialstatements to be delivered pursuant to this Agreement shall beprepared in accordance with GAAP as in effect from time to time andall terms of an accounting or financial nature that are used in
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thecomputation of any covenant (including the computation of anyfinancial covenant) set forth in any Loan Document shall beconstrued and interpreted in accordance with GAAP, as in effect onSeptember 30, 2010 unless otherwise agreed to by the Borrower Agentand the Required Lenders. Amscan shall provide suchinformation concerning GAAP as so in effect as Administrative Agentmay from time to time reasonably request.”     3. Financial Statements and Other Reports. Section 5.01(q)(ii)(G) of the CreditAgreement is hereby amended by deleting such Section in its entirety and replacing it with thefollowing:          “(G) [Reserved]”.     4. Indebtedness.          (a) Section 6.01(p) of the Credit Agreement is hereby amended by deleting clause (iii) of suchSection in its entirety and replacing it with the following:          “(iii) [Reserved]”.          (b) Section 6.01(w) of the Credit Agreement is hereby amended by deleting such Section in itsentirety and replacing it with the following:“(w) Indebtedness incurred pursuant to the Senior Secured Term FacilityCredit Agreement by Amscan in an aggregate principal amount that does notexceed $850,000,000 at any time outstanding; provided,that, with respect to any additional Indebtedness incurred underthe terms of the Senior Secured Term Facility Credit Agreement after theeffective date of Amendment No. 1, (i) any such Indebtedness shall have afinal maturity no earlier than December 2, 2017, (ii) any such Indebtednessshall have a weighted average life to maturity equal to or greater than theweighted average life to maturity of the Indebtedness then outstandingpursuant to this clause (w), (iii) any such Indebtedness shall be securedonly by Liens permitted under Section 6.02(t); and (iv) as of the date ofincurring such additional Indebtedness and after giving effect thereto, noDefault or Event of Default shall exist or have occurred and becontinuing;”     5. No Further Negative Pledges.          (a) Section 6.04 of the Credit Agreement is hereby amended by deleting the reference to“Senior Subordinated Note Indenture” contained in Clause (c) of such Section and replacing it with“Senior Subordinated Note Indenture or in agreements with respect to Indebtedness that refinancesor replaces Indebtedness permitted under Section 6.01(c),”.          (b) Section 6.04 of the Credit Agreement is hereby amended by deleting the
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“and” at the end ofclause (h) of such Section, and adding a new clause (j) immediately following clause (i) of suchSection to read as follows:“(j) restrictions in any one or more agreements governing Indebtednessentered into after the effective date of Amendment No. 1 that containencumbrances and other restrictions that are, taken as a whole, in the goodfaith judgment of Amscan, (i) no more restrictive in any material respectwith respect to any Borrower or Guarantor than those encumbrances and otherrestrictions that are in effect on the effective date of Amendment No. 1pursuant to agreements and instruments in effect on the effective date ofAmendment No. 1 or (ii) no more disadvantageous to the Lenders than theSenior Subordinated Notes Indenture”.     6. Restricted Junior Payments. Section 6.05(a) of the Credit Agreement is herebyamended by deleting such Section in its entirety and replacing it with the following:“No Loan Party shall, nor shall it permit any of its Subsidiaries orAffiliates through any manner or means or through any other Person to,directly or indirectly, declare, order, pay, make or set apart, or agree todeclare, order, pay, make or set apart, any sum for any Restricted JuniorPayment, except that (i) Amscan may make regularly scheduled payments ofinterest in respect of any Subordinated Indebtedness in accordance with theterms of, and only to the extent required by, and subject to thesubordination provisions contained in, the indenture or other agreementpursuant to which such Subordinated Indebtedness was issued as suchindenture or other agreement may be amended from time to time to the extentpermitted under Section 6.14; (ii) so long as no Default or Event ofDefault shall have occurred and be continuing or shall be caused thereby,Amscan may make Restricted Junior Payments (A) in an aggregate amount notto exceed $500,000 in any Fiscal Year, to the extent necessary to permitHoldings (or any Parent Company) to pay general administrative costs andexpenses and (B) to the extent necessary to permit Holdings (or any ParentCompany) to discharge the consolidated tax liabilities of Holdings and itsSubsidiaries, in each case so long as Holdings (or any Parent Company)applies the amount of any such Restricted Junior Payment for such purpose;(iii) so long as no Default or Event of Default shall have occurred and becontinuing or be caused thereby, Holdings may pay (or make RestrictedJunior Payments to allow any Parent Company to pay) for the repurchase,retirement or other acquisition or retirement for value of Capital Stock ofHoldings (or of any such Parent Company) held by any future, present orformer employee, director, officer, manager or consultant (or anyControlled Investment Affiliate or Immediate Family Member thereof) ofHoldings (or any Parent Company) or any Subsidiary upon the death,disability, retirement or termination of employment of any such Person orotherwise pursuant to any employee or director equity
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plan, employee ordirector stock option plan or any other employee or director benefit planor any agreement (including any stock subscription or shareholderagreement) with any future, present or former employee, director, officer,manager or consultant of Holdings (or any Parent Company) or any Subsidiary(A) in exchange for notes issued pursuant toSection 6.01(o), (B) in exchange for Capital Stock of Holdings (or anyParent Company) or (C) in exchange for Cash and Cash Equivalents (andAmscan may make Restricted Junior Payments to Holdings (and Holdings maymake Restricted Junior Payments to any Parent Company)) in an amount not toexceed $15,000,000 in any Fiscal Year or $45,000,000 in the aggregate fromthe Closing Date to the date of determination; (iv) Amscan may makepayments in respect of Management Fees not to exceed $2,500,000 in anyFiscal Year; (v) Amscan may make one-time cash dividend in an aggregateamount not to exceed $311,600,000, from legally available funds therefor,to Holdings, and Holdings may apply the proceeds of such dividend fromAmscan to make one-time cash Restricted Junior Payments, from funds legallyavailable therefor, to its shareholders, optionholders and warrantholders(such Restricted Junior Payments being collectively referred to as, the“Special Dividend”); provided, that, (A) no portion of suchSpecial Dividend will be funded with the proceeds of Loans, (B) one hundred(100%) percent of the Special Dividend will be funded with the proceeds ofloans made to Amscan under the Senior Secured Term Facility CreditAgreement, (C) promptly upon the receipt by Holdings of the proceeds ofsuch dividend from Amscan, Holdings shall apply all of such proceeds tomake one-time cash Restricted Junior Payments to its shareholders,optionholders and warrantholders, (D) at the time of the payment of suchdividend by Amscan or Restricted Junior Payment by Holdings, as applicable,and immediately after giving effect thereto, no Event of Default shall haveoccurred and be continuing, and (E) the payment of each such RestrictedJunior Payments shall have occurred by no later than December 7, 2010; and(vi) Amscan may make Restricted Junior Payments (and Holdings may itselfmake Restricted Junior Payments with any such Restricted Junior Paymentsreceived by it from Amscan); provided, that, at the time itis paid by Amscan, before and after giving effect to such Restricted JuniorPayments under this clause (vi), the Payment Conditions are satisfied.”     7. Restrictions on Subsidiary Distributions.          (a) Section 6.06 of the Credit Agreement is hereby amended by deleting the reference to “inthe Senior Subordinated Note Indenture” and replacing it with “in the Senior Subordinated NoteIndenture or in agreements with respect to Indebtedness that refinances or replaces Indebtednesspermitted under Section 6.01(c)”.          (b) Section 6.06 of the Credit Agreement is hereby amended by deleting the
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reference to“Section 6.01(q)” and replacing it with “Section 6.01(q) or except for restrictions in any one ormore agreements governing Indebtedness entered into after the effective date of Amendment No. 1that contain encumbrances and other restrictions that are, taken as a whole, in the good faithjudgment of Amscan, (x) no more restrictive in any material respect with respect to any Borrower orGuarantor than those encumbrances and other restrictions that are in effect onthe effective date of Amendment No. 1 pursuant to agreements and instruments in effect on theeffective date of Amendment No. 1 or (y) no more disadvantageous to the Lenders than the SeniorSubordinated Notes Indenture”.     8. Transactions with Shareholders and Affiliates.          (a) Section 6.11(d) of the Credit Agreement is hereby amended by deleting such Section in itsentirety and replacing it with the following:          “(d) transactions permitted in Sections 6.01(o) and 6.05(a)(ii), (iii),(iv) and (v),”.          (b) Section 6.11(g) of the Credit Agreement is hereby amended by deleting such Section in itsentirety and replacing it with the following:“(g) the Transactions and the Refinancing Transactions and the payment offees and expenses relating to the Transactions and the RefinancingTransactions, including Transaction Costs and Refinancing TransactionCosts,”.     9. Borrowing Base Certificate. Exhibit C to the Credit Agreement is hereby deleted inits entirety and replaced with Exhibit C in the form attached hereto as Exhibit 1.     10. Representations and Warranties. Borrowers and Guarantors, jointly and severally,represent and warrant with and to Administrative Agent and Lenders as follows, whichrepresentations and warranties shall survive the execution and delivery hereof:          (a) no Default or Event of Default has occurred and is continuing as of the date of thisAmendment No. 1;          (b) this Amendment No. 1 and each other agreement to be executed and delivered by Borrowersand Guarantors in connection herewith (collectively, together with this Amendment No. 1, the“Amendment Documents”) has been duly authorized, executed and delivered by all necessary action onthe part of each Borrower and Guarantor which is a party hereto and, if necessary, their respectiveequity holders and is in full force and effect as of the date hereof, as the case may be, and theagreements and obligations of each of the Borrowers and Guarantors, as the case may be, containedherein and therein constitute legal, valid and binding obligations of each of the Borrowers andGuarantors, enforceable against them in accordance with their terms, except as enforceability islimited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to oraffecting generally the enforcement of creditors’ rights and except to the extent that availabilityof the remedy of specific performance or injunctive
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relief is subject to the discretion of thecourt before which any proceeding therefor may be brought;          (c) the execution, delivery and performance of each Amendment Document (i) are all within eachBorrower’s and Guarantor’s corporate or limited liability company powers and (ii) are not in contravention of law or the terms of any Borrower’s or Guarantor’scertificate or articles of incorporation, by laws, or other organizational documentation, or anyindenture, agreement or undertaking to which any Borrower or Guarantor is a party or by which anyBorrower or Guarantor or its property are bound; and          (d) the resolutions of the Board of Directors or Managers of each Borrower and Guarantordelivered to Administrative Agent by such Borrower or Guarantor on the date of the effectiveness ofthe Credit Agreement have not been revoked and are in full force and effect;          (e) all of the representations and warranties set forth in the Credit Agreement and the otherLoan Documents, each as amended hereby, are true and correct in all material respects on and as ofthe date hereof, as if made on the date hereof; provided, that, (i) to the extentthat a representation and warranty specifically refers to an earlier date, it shall be true andcorrect in all material respects as of such earlier date and (ii) any representation and warrantythat is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be trueand correct (after giving effect to any qualification therein) in all respects on such respectivedates with such effect.     11. Conditions Precedent. The amendments contained herein shall only be effective uponthe satisfaction of each of the following conditions precedent in a manner satisfactory toAdministrative Agent:          (a) Administrative Agent shall have received counterparts of this Amendment No. 1, dulyauthorized, executed and delivered by Borrowers, Guarantors and the Required Lenders;          (b) Administrative Agent shall have received a true and correct copy of each consent, waiveror approval (if any) to or of this Amendment No. 1, which Borrowers and Guarantors are required toobtain from any other Person, and such consent, approval or waiver (if any) shall be in form andsubstance reasonably satisfactory to Administrative Agent;          (c) Administrative Agent shall have received (i) true, correct and complete copies of theSenior Secured Term Facility Credit Agreement and all other material agreements, documents andinstruments executed and/or delivered by any Borrower or Guarantor in connection therewith orrelated thereto, duly authorized, executed and delivered by the parties thereto, which shall eachbe on terms and conditions acceptable to Administrative Agent and (ii) evidence that thetransactions contemplated by the Senior Secured Term Facility Credit Agreement have beenconsummated prior to or contemporaneously with the execution of this Amendment No. 1;          (d) Administrative Agent shall have received, in form and substance
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satisfactory toAdministrative Agent, the Intercreditor Agreement, duly authorized, executed and delivered byCredit Suisse AG, as agent for the Term Loan Secured Parties referred to therein, Borrowers andGuarantors; and          (e) No Default or Event of Default shall have occurred and be continuing.     12. Effect of Amendment No. 1. Except as expressly set forth herein, no otheramendments, changes or modifications to the Loan Documents are intended or implied, and in allother respects the Loan Documents are hereby specifically ratified, restated and confirmed by allparties hereto as of the effective date hereof and Borrowers and Guarantors shall not be entitledto any other or further amendment by virtue of the provisions of this Amendment No. 1 or withrespect to the subject matter of this Amendment No. 1. To the extent of conflict between the termsof this Amendment No. 1 and the other Loan Documents, the terms of this Amendment No. 1 shallcontrol. The Credit Agreement and this Amendment No. 1 shall be read and construed as oneagreement.     13. Governing Law. The validity, interpretation and enforcement of this Amendment No.1 and any dispute arising out of the relationship between the parties hereto whether in contract,tort, equity or otherwise, shall be governed by the internal laws of the State of New York.     14. Jury Trial Waiver. BORROWERS, GUARANTORS, ADMINISTRATIVE AGENT AND LENDERS EACHHEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISINGUNDER THIS AMENDMENT NO. 1 OR ANY OF THE OTHER LOAN DOCUMENTS OR IN ANY WAY CONNECTED WITH ORRELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AMENDMENT NO. 1 ORANY OF THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHERNOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. BORROWERS,GUARANTORS, ADMINISTRATIVE AGENT AND LENDERS EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM,DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THATBORROWERS, GUARANTORS, ADMINISTRATIVE AGENT OR ANY LENDER MAY FILE AN ORIGINAL COUNTERPART OF ACOPY OF THIS AMENDMENT NO. 1 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIESHERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.     15. Binding Effect. This Amendment No.1 shall be binding upon and inure to thebenefit of each of the parties hereto and their respective successors and assigns.     16. Waiver, Modification, Etc. No provision or term of this Amendment No. 1 may bemodified, altered, waived, discharged or terminated orally, but only by an instrument in writingexecuted by the party against whom such modification, alteration, waiver, discharge or terminationis sought to be enforced.
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     17. Further Assurances. Borrowers and Guarantors shall execute and deliver suchadditional documents and take such additional action as may be reasonably requested byAdministrative Agent to effectuate the provisions and purposes of this Amendment No. 1.     18. Entire Agreement. This Amendment No. 1 represents the entire agreement andunderstanding concerning the subject matter hereof among the parties hereto, and supersedesall other prior agreements, understandings, negotiations and discussions, representations,warranties, commitments, proposals, offers and contracts concerning the subject matter hereof,whether oral or written.     19. Headings. The headings listed herein are for convenience only and do notconstitute matters to be construed in interpreting this Amendment No. 1.     20. Counterparts. This Amendment No. 1 may be executed in any number of counterparts,each of which shall be an original, but all of which taken together shall constitute one and thesame agreement. Delivery of an executed counterpart of this Amendment No. 1 by telefacsimile orother electronic method of transmission shall have the same force and effect as delivery of anoriginal executed counterpart of this Amendment No. 1. Any party delivering an executedcounterpart of this Amendment No. 1 by telefacsimile or other electronic method of transmissionshall also deliver an original executed counterpart of this Amendment No. 1, but the failure to doso shall not affect the validity, enforceability, and binding effect of this Amendment No. 1.[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be dulyexecuted and delivered by their authorized officers as of the day and year first above written.      AMSCAN HOLDINGS, INC.